Exhibit 99.1
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Contact person: Robert Hynes
(212) 355-5200
WHX CORPORATION AMENDS CONSENT SOLICITATION FOR ITS 10 1/2%
SENIOR NOTES DUE 2005
New York, N.Y., December 10, 2001 - WHX Corporation (NYSE: WHX) today announced
that in connection with its "Modified Dutch Auction" tender offer and
solicitation of consents to certain proposed amendments with respect to its
outstanding 10 1/2% Senior Notes due 2005 (the "Notes"), which was commenced on
November 19, 2001, it is revising the proposed amendments as described below,
all as more fully provided in Supplement No. 1 to the Offer to Purchase and
Consent Solicitation Statement. The expiration date for the tender offer and
consent solicitation remains 12:00 Midnight, New York City time, on Monday,
December 17, 2001, unless extended.
The proposed amendment to the covenant in the Indenture governing the Notes
concerning Restricted Payments is modified to reduce the aggregate amount of
additional Restricted Payments following January 1, 2002 that would have been
permitted by such proposed amendment from $40 million to $25 million (which
amount may not be used to pay any dividends on account of WHX's common stock).
The proposed amendment to the covenant in the Indenture concerning the
incurrence of indebtedness and issuance of preferred stock is withdrawn, so that
no change would be made to that covenant.
The detailed terms and conditions of the tender offer and consent solicitation
are contained in the Offer to Purchase and Consent Solicitation Statement dated
November 19, 2001, as amended by Supplement No.1 dated December 10, 2001, and
the related Consent and Letter of Transmittal. All previously tendered Notes and
delivered consents are subject to the terms thereof. This announcement is not an
offer to purchase, a solicitation of an offer to purchase, or a solicitation of
an offer to sell securities, with respect to any Notes. The tender offer may
only be made pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement dated November 19, 2001, as amended by Supplement No. 1
thereto dated December 10, 2001, and the related Consent and Letter of
Transmittal. Credit Suisse First Boston Corporation is the Dealer Manager and
Solicitation Agent, Innisfree M & A Incorporated is the Information Agent
and Bank One, N.A. is the Depositary. Holders of Notes can obtain copies of the
Offer to Purchase and Consent Solicitation, Supplement No. 1 thereto, the
Consent and Letter of Transmittal, and the other related documents from the
Information Agent by calling toll-free at (888) 750-5834 (banks and brokers call
collect at (212) 750-5833). Additional information concerning the terms of the
tender offer and consent solicitation may be obtained by contacting Credit
Suisse First Boston Corporation at (800) 237-5022, ext. 7675 or at 310-282-7675
(call collect).
About WHX
WHX is a holding company that has been structured to invest in and/or acquire a
diverse group of businesses on a decentralized basis. WHX's primary businesses
currently are: Handy & Harman, a diversified manufacturing company whose
strategic business segments encompass, among others, specialty wire, tubing, and
fasteners, and precious metals plating and fabrication; Unimast Incorporated, a
leading manufacturer of steel framing, vinyl trim and other products for
commercial and residential construction; and WHX Entertainment Corp., a co-owner
of a racetrack and video lottery facility located in Wheeling, West Virginia.
WHX's other business consists of the WPC Group, a vertically integrated
manufacturer of value-added and flat rolled steel products, which filed a
petition for relief under Chapter 11 of the Bankruptcy Code on November 16,
2000.
Forward-Looking Statements
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty. Although WHX believes
that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the forward-looking statements included in this press
release will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by WHX or any other
person that the objectives and plans of WHX will be achieved.
